UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 6, 2019
PLATINUM EAGLE ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-38343 | 98-1378631 |
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
2121 Avenue of the Stars, Suite 2300
Los Angeles, CA 90067
(Address, including zip code, of principal executive offices)
(310) 209-7280
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 6, 2019, Platinum Eagle Acquisition Corp., a Cayman Islands exempted company (the “Company”), held an extraordinary general meeting (the “Extraordinary General Meeting”). At the Extraordinary General Meeting, the Company’s shareholders approved the Target Hospitality Corp. 2019 Incentive Award Plan (the “Incentive Plan”). A description of the material terms of the Incentive Plan is included in the Company’s final prospectus (the “Prospectus”) filed with the Securities and Exchange Commission on February 19, 2019 pursuant to Rule 424(b) of the Securities Act of 1933, as amended (the “Securities Act”), which description is incorporated herein by reference. Such description does not purport to be complete and is qualified in its entirety by reference to the full text of the Incentive Plan, which is attached as Annex F to the Prospectus and is also incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Extraordinary General Meeting, a total of 34,042,624 (83.80%) of the Company’s issued and outstanding Class A ordinary shares and Class B ordinary shares held of record as of January 17, 2019, the record date for the Extraordinary General Meeting, were present either in person or by proxy, which constituted a quorum. The Company’s shareholders voted on the following proposals at the Extraordinary General Meeting, each of which was approved. The final vote tabulation for each proposal is set forth below. There were no broker non-votes cast on any of the proposals.
| 1. | Business Combination Proposal: To approve by ordinary resolution and adopt (i) the agreement and plan of merger, dated as of November 13, 2018 (as amended, the “Target Merger Agreement”), by and among the Company, Topaz Holdings LLC (f/k/a Topaz Holdings Corp.), Algeco Investments B.V. (“Algeco Seller”), Arrow BidCo, LLC (“Arrow Bidco”) and Algeco US Holdings LLC (“Target Parent”), the owner of Target Logistics Management, LLC (“Target Lodging”), pursuant to which Target Parent will merge with and into Arrow Bidco, with Arrow Bidco surviving the merger, and (ii) the agreement and plan of merger, dated as of November 13, 2018 (as amended, the “Signor Merger Agreement” and, together with the Target Merger Agreement, the “Merger Agreements”), by and among the Company, Signor Merger Sub LLC (f/k/a Signor Merger Sub Inc.) (“Signor Merger Sub”), Arrow Holdings S.a.r.l. (“Arrow Seller”) and Arrow Parent Corp. (“Signor Parent”), the owner of Arrow Bidco and owner of RL Signor Holdings, LLC (“Signor Lodging”), pursuant to which Signor Merger Sub will merge with and into Signor Parent, with Signor Parent, as sole parent of Arrow Bidco, surviving the merger (the transactions contemplated by the Merger Agreements, the “business combination”): |
| Votes For | Votes Against | Abstentions | ||
| 31,685,647 | 2,356,977 | 0 |
| 2. | Domestication Proposal: To approve by special resolution, assuming the Business Combination Proposal is approved and adopted, the change of the Company’s jurisdiction of incorporation from the Cayman Islands to the State of Delaware by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware: |
| Votes For | Votes Against | Abstentions | ||
| 31,685,647 | 2,356,977 | 0 |
| 3. | Organizational Documents Proposal A: To approve the provision in Target Hospitality Corp.’s (“Target Hospitality”) proposed amended and restated certificate of incorporation (the “Proposed Charter”) changing the authorized share capital from $40,100 divided into 380,000,000 Class A ordinary shares, par value $0.0001 per share (“Class A ordinary shares”), 20,000,000 Class B ordinary shares, par value $0.0001 per share (“Class B ordinary shares”), and 1,000,000 preferred shares, par value $0.0001 per share (“preferred shares”), to authorized capital stock of 401,000,000 shares, consisting of (x) 400,000,000 shares of common stock, par value $0.0001 per share (“Target Hospitality common stock”) and (y) 1,000,000 shares of preferred stock: |
| Votes For | Votes Against | Abstentions | ||
| 31,685,647 | 2,356,977 | 0 |
| 4. | Organizational Documents Proposal B: To approve the provision in Target Hospitality’s proposed bylaws (the “Proposed Bylaws”) authorizing that only the board of directors, chairperson of the board of directors or the chief executive officer may call a meeting of stockholders: |
| Votes For | Votes Against | Abstentions | ||
| 28,226,658 | 5,715,966 | 100,000 |
| 5. | Organizational Documents Proposal C: To approve all other changes in connection with the replacement of the current amended and restated memorandum and articles of association of the Company with the Proposed Charter and Proposed Bylaws as part of the closing of the business combination, including, among other things, (i) changing the post-business combination corporate name from “Platinum Eagle Acquisition Corp.” to “Target Hospitality Corp.” and making Target Hospitality’s corporate existence perpetual, (ii) adopting Delaware as the exclusive forum for certain stockholder litigation, (iii) granting a waiver regarding corporate opportunities to Target Hospitality’s non-employee directors and (iv) removing certain provisions related to our status as a blank check company that will no longer apply upon consummation of the business combination, all of which the Company’s board of directors believe are necessary to adequately address the needs of Target Hospitality after the business combination: |
| Votes For | Votes Against | Abstentions | ||
| 30,706,649 | 3,335,975 | 0 |
| 6. | Stock Issuance Proposal: To approve by ordinary resolution, for the purposes of complying with the applicable listing rules of The Nasdaq Stock Market (“Nasdaq”), the issuance of (x) shares of Target Hospitality common stock to (i) Algeco Seller pursuant to the terms of the Target Merger Agreement, (ii) Arrow Seller pursuant to the terms of the Signor Merger Agreement, and (y) Class A ordinary shares to certain institutions and accredited investors pursuant to the terms of those certain subscription agreements entered into by and the investors party thereto: |
| Votes For | Votes Against | Abstentions | ||
| 31,685,647 | 2,356,977 | 0 |
| 7. | Incentive Award Plan Proposal: To approve by ordinary resolution, the Incentive Plan: |
| Votes For | Votes Against | Abstentions | ||
| 31,684,522 | 2,356,977 | 1,125 |
Item 7.01. Regulation FD Disclosure.
In connection with the business combination, on March 6, 2019, Arrow Bidco issued a press release announcing the launch of its offering of $340 million in aggregate principal amount of senior secured notes due 2024 (the “Notes”). The proceeds of the offering of the Notes will be used, together with funds from other sources, to: (i) fund the business combination, (ii) prepay certain existing third-party and intercompany indebtedness, (iii) pay fees and expenses incurred in connection with the business combination and (iv) provide cash for the combined company’s balance sheet. After giving effect to the business combination, Arrow Bidco will be the direct parent of Target Lodging and Signor Lodging and an indirect, wholly-owned subsidiary of the Company.
A copy of the press release issued by Arrow Bidco is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
This Current Report on Form 8-K does not constitute an offer to sell or a solicitation of an offer to buy the Notes. The Notes have not been registered under the Securities Act, or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption therefrom.
In addition, on March 6, 2019, the Company issued a press release announcing that its shareholders voted to approve the business combination at the extraordinary general meeting of its shareholders held on March 6, 2019, a copy of which is furnished as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference.
The information reported in this Item 7.01, including the material attached hereto as Exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
Information Concerning Forward-Looking Statements
The Company makes forward-looking statements in this report within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to expectations or forecasts for future events. These statements may be preceded by, followed by or include the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company’s, Target Lodging’s or Signor Lodging’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. These forward-looking statements include, without limitation, the offering of the Notes and the use of proceeds therefrom. Important factors, among others, that may affect actual results or outcomes include the inability to complete the business combination (including due to the failure to satisfy certain closing conditions); the inability to recognize the anticipated benefits of the proposed business combination; the inability to meet Nasdaq listing standards; costs related to the business combination; Target Hospitality’s ability to manage growth; Target Hospitality’s ability to execute its business plan and meet its projections; Target Hospitality’s ability to identify, consummate and integrate acquisitions; rising costs adversely affecting Target Hospitality’s profitability; potential litigation involving the Company, Target Lodging, Signor Lodging, or after the closing, Target Hospitality; general economic and market conditions impacting demand for Target Lodging’s products and services, and in particular economic and market conditions in the oil industry in the markets in which Target Hospitality operates; and such other risks and uncertainties as are discussed in the definitive proxy statement/prospectus relating to the business combination, including those under “Risk Factors” therein, and in the Company’s other filings with the SEC. None of the Company, Target Lodging or Signor Lodging undertakes any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| Platinum Eagle Acquisition Corp. | ||
| By: | /s/ Eli Baker | |
| Dated: March 7, 2019 | Name: Eli Baker | |
| Title: President, Chief Financial Officer and Secretary | ||
Exhibit 99.1
ARROW BIDCO ANNOUNCES $340 MILLION SENIOR SECURED NOTES OFFERING
THE WOODLANDS, Texas (March 6, 2019) – Arrow BidCo, LLC, a Delaware limited liability company (the “Issuer”), today announced that it is launching an offering of $340 million in aggregate principal amount of senior secured notes due 2024 (the “Notes”). The proceeds of the offering will be used, together with funds from other sources to: (i) fund Target Logistics Management, LLC’s (“Target Lodging”) and RL Signor Holdings LLC’s (“Signor Lodging”) planned business combination (the “Business Combination”) with Platinum Eagle Acquisition Corp., a Nasdaq-listed special purpose acquisition company (Nasdaq: EAGL) (“Platinum Eagle”), (ii) prepay certain existing third-party and intercompany indebtedness, (iii) pay fees and expenses incurred in connection with the Business Combination and (iv) provide cash for the combined company’s balance sheet. After giving effect to the Business Combination, the Issuer will be the direct parent of Target Lodging and Signor Lodging and an indirect, wholly-owned subsidiary of Platinum Eagle (which will be renamed “Target Hospitality” in connection with the Business Combination).
The Notes are being offered in a private placement transaction to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States to non-U.S. persons in accordance with Regulation S under the Securities Act. The Notes have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
About the Issuer
The Issuer is the direct parent of Signor Lodging and a direct subsidiary of Arrow Parent Corp. (“Arrow Parent”). In connection with the Business Combination, Arrow Parent will merge with and into Topaz Holdings LLC (“Topaz Holdings”), a wholly-owned subsidiary of Platinum Eagle and, as a result, Arrow Bidco will become a direct wholly-owned subsidiary of Topaz Holdings.
About Target Lodging
Founded in 1978, Target Lodging is the largest vertically integrated specialty rental and hospitality services company in the United States. The company is principally focused on building, owning and operating housing communities across several end markets, including oil and gas, energy infrastructure and government. Target Lodging provides cost-effective and customized specialty rental accommodations, culinary services, and hospitality solutions, including site design, construction, operations, security, housekeeping, catering, concierge services, and health and recreation facilities as part of its integrated housing and hospitality communities. Target Lodging was named by Inc. magazine in 2012 and 2013 as one of “America’s Fastest Growing Private Companies.” Target Lodging has been an Algeco company since 2013.
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About Signor Lodging
Signor Lodging, founded in 1990, specializes in superior remote workforce housing serving oil and gas customers throughout the Permian and Eagle Ford Basins. Signor Lodging operates nine properties across West Texas, Southeast New Mexico and Oklahoma.
About Platinum Eagle
Platinum Eagle was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Platinum Eagle raised $325 million in its initial public offering and began trading on Nasdaq in January 2018. Its Class A ordinary shares, units and warrants trade under the ticker symbols EAGL, EAGLU and EAGLW, respectively.
Additional Information About the Business Combination
In connection with the business combination, Platinum Eagle has filed a registration statement on Form S-4 (the "Registration Statement") with the United States Securities and Exchange Commission (“SEC”), which includes a proxy statement/prospectus, that is both the proxy statement to be distributed to holders of Platinum Eagle's ordinary shares in connection with Extraordinary General Meeting, as well as the prospectus relating to the offer and sale of the securities to be issued in the business combination. The Registration Statement was declared effective on February 14, 2019, and Platinum Eagle mailed the definitive proxy statement/prospectus and other relevant documents to its shareholders of record as of January 17, 2019. Platinum Eagle's shareholders and other interested persons are advised to read the definitive proxy statement/prospectus, as it contains important information about Target Lodging, Signor Lodging, Platinum Eagle and the business combination. Shareholders may also obtain copies of the definitive proxy statement/prospectus and other documents filed with the SEC or incorporated by reference in the definitive proxy statement/prospectus, without charge, at the SEC's web site at www.sec.gov, or by directing a request to: Platinum Eagle Acquisition Corp., 2121 Avenue of the Stars, Suite 2300, Los Angeles, California, Attention: Eli Baker, President, Chief Financial Officer and Secretary, (310) 209-7280.
Participants in the Solicitation
Platinum Eagle and its directors and executive officers may be deemed participants in the solicitation of proxies from Platinum Eagle's shareholders with respect to the business combination. A list of the names of those directors and executive officers and a description of their interests in Platinum Eagle is contained in the definitive proxy statement/prospectus for the business combination, which was filed with the SEC on February 19, 2019 and is available free of charge at the SEC's web site at www.sec.gov, or by directing a request to Platinum Eagle Acquisition Corp., 2121 Avenue of the Stars, Suite 2300, Los Angeles, California, Attention: Eli Baker, President, Chief Financial Officer and Secretary, (310) 209-7280.
Each of Target Lodging and Signor Lodging and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the shareholders of Platinum Eagle in connection with the business combination. A list of the names of such directors and executive officers and information regarding their interests in the business combination are contained in the definitive proxy statement/prospectus for the business combination.
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Forward-Looking Statements
Certain statements made in this release are "forward looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. When used in this press release, the words "estimates," "projected," "expects," "anticipates," "forecasts," "plans," "intends," "believes," "seeks," "may," "will," "should," "future," "propose" and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside Platinum Eagle's, Target Lodging’s or Signor Lodging’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others, that may affect actual results or outcomes include the inability to complete the business combination (including due to the failure to receive required shareholder approvals, or the failure of other closing conditions); the inability to recognize the anticipated benefits of the proposed business combination; the inability to meet Nasdaq listing standards; costs related to the business combination; Target Hospitality’s ability to manage growth; Target Hospitality’s ability to execute its business plan and meet its projections; Target Hospitality’s ability to identify, consummate and integrate acquisitions; rising costs adversely affecting Target Hospitality’s profitability; potential litigation involving Platinum Eagle, Target Lodging, Signor Lodging, or after the closing, Target Hospitality, and general economic and market conditions impacting demand for Target Lodging’s products and services, and in particular economic and market conditions in the oil industry in the markets in which Target Hospitality operates. None of Platinum Eagle, Target Lodging or Signor Lodging undertakes any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Disclaimer
This press release shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities and shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there by any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of section 10 of the Securities Act.
Investors
Narinder Sahai, 832-702-8009
IR@targetlodging.com
or
Rodny Nacier, 832-702-8009
IR@targetlodging.com
Media
Jason Chudoba, 646-277-1249
Jason.Chudoba@icrinc.com
or
Elyse Gentile, 646-677-1823
Elyse.Gentile@icrinc.com
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Exhibit 99.2
Platinum Eagle Acquisition Corp. Shareholders
Approve Definitive Merger Agreement with
Target Logistics Management, LLC and RL Signor Holdings, LLC
Combined company to be renamed Target Hospitality Corp. and will continue to be listed on Nasdaq Stock Market
Merger to create the U.S.’s largest
provider of specialty rental accommodations combining most
attractive elements of premium catering and hospitality value-add services
Los Angeles, California & The Woodlands, Texas (March 6, 2019) – Platinum Eagle Acquisition Corp. (Nasdaq: EAGL) (“Platinum Eagle”), a publicly traded special purpose acquisition company, Target Logistics Management, LLC (“Target Lodging”), and RL Signor Holdings, LLC (“Signor Lodging”) announced today that Platinum Eagle’s shareholders have voted to approve the merger agreements for a business combination transaction at the extraordinary general meeting of shareholders held on March 6, 2019. Approximately 93.1% of the shares voted were voted in favor of the transaction to create the largest provider of specialty rental accommodations with premium catering and value-add hospitality services in the U.S. The respective boards of directors or managers, as applicable, of Platinum Eagle, Target Lodging and Signor Lodging had previously approved the proposed business combination transaction and recommended that its shareholders vote in favor.
The merger is expected to close no later than March 15, 2019, subject to the satisfaction of certain closing conditions, including, among other things, the receipt of requisite debt financing. In connection with the closing, Target Lodging and Signor Lodging will become wholly-owned subsidiaries of Platinum Eagle and Platinum Eagle will change its name to Target Hospitality Corp. The combined company’s common stock and warrants will continue be listed on Nasdaq’s Capital Market under the new ticker symbols “TH” and “THWWW,” respectively.
Brad Archer, CEO of Target Lodging, said, “This merger and our entrance into the public markets will be a milestone event for our company made possible through the hard work and dedication of our employees, our vendors, and our financial sponsors. We thank them for their support and look forward to continue working with them in realizing Target Hospitality’s full potential.”
Jeff Sagansky, CEO of Platinum Eagle, commented, “Target’s executive management team has done an exceptional job in delivering superior financial performance while enhancing the experiences of their guests. Their efforts have not only resulted in an incredible track record for achievement but have also laid the foundation for continued success.”
Stephen Robertson, Co-Founder of TDR Capital, added, “This merger brings together the expertise of Target Lodging, Signor Lodging and Platinum Eagle to form Target Hospitality, and with that the future of Target Hospitality has never been brighter.”
Deutsche Bank Securities Inc. and BofA Merrill Lynch served as capital markets advisors and private placement agents to Platinum Eagle. Oppenheimer & Co. Inc. acted as exclusive financial advisor on the transaction. Deutsche Bank Securities Inc. served as general financial advisor to Platinum Eagle. Winston & Strawn LLP acted as legal advisor to Platinum Eagle and Allen & Overy LLP acted as legal advisor to Target Lodging and Signor Lodging.
About Platinum Eagle Acquisition Corp.
Platinum Eagle was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Platinum Eagle raised $325 million in its initial public offering and began trading on Nasdaq in January 2018. Its Class A ordinary shares, units and warrants trade under the ticker symbols EAGL, EAGLU and EAGLW, respectively.
About Target Lodging
Founded in 1978, Target Lodging is the largest vertically integrated specialty rental and hospitality services company in the United States. The company is principally focused on building, owning and operating housing communities across several end markets, including oil, gas, energy infrastructure and government. Target Lodging provides cost-effective and customized specialty rental accommodations, culinary services, and hospitality solutions, including site design, construction, operations, security, housekeeping, catering, concierge services, and health and recreation facilities as part of its integrated housing and hospitality communities. Target Lodging was named by Inc. magazine in 2012 and 2013 as one of “America’s Fastest Growing Private Companies.” Target Lodging has been an Algeco company since 2013.
About Signor Lodging
Signor Lodging, founded in 1990, specializes in superior remote workforce housing serving oil and gas customers throughout the Permian and Eagle Ford Basins. Signor Lodging operates nine properties across West Texas, Southeast New Mexico and Oklahoma.
Forward-Looking Statements
Certain statements made in this release are "forward looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. When used in this press release, the words "estimates," "projected," "expects," "anticipates," "forecasts," "plans," "intends," "believes," "seeks," "may," "will," "should," "future," "propose" and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside Platinum Eagle's, Target Lodging’s or Signor Lodging’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. These forward-looking statements include, without limitation, the satisfaction of the closing conditions of the Business Combination and the timing of the completion of the Business Combination. Important factors, among others, that may affect actual results or outcomes include the inability to complete the business combination (including due to the failure to satisfy certain closing conditions); the inability to recognize the anticipated benefits of the proposed business combination; the inability to meet Nasdaq listing standards; costs related to the business combination; Target Hospitality’s ability to manage growth; Target Hospitality’s ability to execute its business plan and meet its projections; Target Hospitality’s ability to identify, consummate and integrate acquisitions; rising costs adversely affecting Target Hospitality’s profitability; potential litigation involving Platinum Eagle, Target Lodging, Signor Lodging, or after the closing, Target Hospitality, and general economic and market conditions impacting demand for Target Lodging’s products and services, and in particular economic and market conditions in the oil industry in the markets in which Target Hospitality operates. None of Platinum Eagle, Target Lodging or Signor Lodging undertakes any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Investors
Narinder Sahai
Tel: 832-702-8009
Email: Narinder Sahai
Rodny Nacier
Tel: 832-702-8009
Email: Rodny Nacier
Media
Jason Chudoba
Tel: 646-277-1249
Email: Jason Chudoba
Elyse Gentile
Tel: 646-677-1823
Email: Elyse Gentile